§ 10-33-66 — Special meetings of voting members

North Dakota § 10-33-66

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-33: Nonprofit Corporations

Text

1. A corporation with voting members shall hold a special meeting of members:
a. On call of its board or persons authorized to do so by the articles or bylaws; or
b. If at least fifty members with voting rights or ten percent of the members with
voting rights, whichever is less, sign, date, and deliver to the president or the

secretary one or more written demands for the meeting describing the purpose
for which it is to be held.
2. Within thirty days after receipt of a demand for a special meeting from voting
members, the board shall cause a special meeting to be called and held on notice no
later than ninety days after receipt of the demand. If the board fails to cause a special
meeting to be called and held as required by this subsection, a voting member making
the demand may call the meeting by giving notice pursuant to section 10-33-68. All
necessary expenses of the notice and meeting shall be paid by the corporation.
3. Special meetings of members may be held in or out of this state at the place stated in
or fixed in accordance with the articles, bylaws, or by the president or the board. If a
special meeting is demanded by the members, the meeting must be held in the county
where the principal executive office of the corporation is located. To the extent
authorized in the articles or bylaws, the board may determine that a special meeting of
the members shall be held solely by means of remote communication in accordance
with subsection 2 of section 10-33-75.
4. The notice of a special meeting must contain a statement of the purposes of the
meeting and may contain other information required by the articles or bylaws or
considered necessary or desirable by the board or by another person calling the
meeting.
a. The business transacted at a special meeting is limited to the purposes stated
within the notice of the meeting.
b. Business transacted at a special meeting that is not included in those stated
purposes is voidable by or on behalf of the corporation, unless all of the members
with voting rights have waived notice of the meeting pursuant to section 10-33-68.